Exhibit 10.2
iSHARES SILVER TRUST SUBLICENSE
AGREEMENT
This Sublicense Agreement (the
“ Agreement ”) is made as of April __,
2006, by and between Barclays Global Investors International Inc.,
a corporation organized under the laws of the State of Delaware
(“ BGII ”) and The Bank of New York, a banking
corporation organized under the laws of the State of New York
acting in its capacity as trustee (the “ Trustee
”) of the iShares Silver Trust, a trust organized under the
laws of the State of New York (the “ Trust
”).
RECITALS
WHEREAS, pursuant to that certain
License Agreement effective
, 2006 (the “ License Agreement ”) between The
Bank of New York (in its individual capacity, “ BONY
”), and BGII, BGII obtained a license to use in connection
with the Trust certain intellectual property (the “
Licensor Patent Rights ”); and
WHEREAS, BGII has the right pursuant
to the License Agreement to sublicense Licensor Patent Rights
thereunder to the Trust; and
WHEREAS, the Trust wishes to have
the right to use the Licensor Patent Rights in connection with its
operation as an exchanged traded fund, as described in the
Registration Statement on Form S-1 of the Trust, Registration
No. 333-125920, as amended from time to time (the “
Registration Statement ”); and
WHEREAS, BGII wishes to grant a
sublicense to the Trust for the use of the Licensor Patent
Rights;
NOW, THEREFORE, the parties hereto
agree as follows:
1. Certain Definitions
.
For the purposes of this Agreement,
the following terms have the following meanings:
“ Licensed Product
” means any Silver-Based Securities Product that is sold,
sponsored or issued by the Trust in the Territory that is covered
by or encompasses a claim contained in Licensor Patent Rights,
including, but not limited to, the iShares Silver Trust and any
cross-listings of the shares thereof for trading on any non-U.S.
securities exchanges within the Territory.
“ Silver-Based Securities
Product ” means any investment product that is based
solely on the securitization of silver.
“ Territory ”
means worldwide.
2. Grant of Sublicense .
Subject to the terms and conditions of this Agreement, BGII hereby
grants to the Trust a non-exclusive, personal, non-transferable
(except as provided in Article 10) sublicense to use the
Licensor Patent Rights for the term of this Agreement solely for
the purpose of establishing, operating and marketing the Licensed
Product in the Territory.
3. Performance of Obligations
Under the License . The Trust will be responsible for
performing all of BGII’s obligations under the License
Agreement (other than the payment of any license fees), as such
obligations relate to use of the Licensor Patent Rights.
1
4. Fees . The Trust shall
have no obligation to pay any sublicense fees to BGII or BONY under
this Agreement.
5. Termination . This
Agreement shall terminate upon the earlier to occur of
(a) termination of the License Agreement, or
(b) term
